Cover
Cover - USD ($) | 4 Months Ended | ||
Apr. 30, 2020 | Aug. 14, 2020 | Oct. 31, 2019 | |
Cover [Abstract] | |||
Document Type | 10-KT/A | ||
Amendment Flag | false | ||
Document Period End Date | Apr. 30, 2020 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2020 | ||
Current Fiscal Year End Date | --04-30 | ||
Entity File Number | 333-225545 | ||
Entity Registrant Name | Lux Amber, Corp. | ||
Entity Central Index Key | 0001740695 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 0 | ||
Entity Common Stock, Shares Outstanding | 30,293,049 | ||
Entity State of incorp | NV |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Apr. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
CURRENT ASSETS | |||
Cash and cash equivalents | $ 49,185 | $ 408,338 | $ 104,812 |
Accounts receivable | 106,876 | 85,359 | 51,997 |
Inventory | 131,205 | 145,747 | 69,197 |
Prepaid expenses | 8,711 | 1,298 | 27,312 |
Other current assets | 770 | 90,770 | 2,765 |
Total current assets | 296,747 | 731,512 | 256,083 |
GOODWILL | 2,294,953 | 2,294,953 | 2,294,953 |
INTANGIBLES | 15,000 | 15,000 | 0 |
OTHER LONG-TERM ASSETS | 12,700 | 12,700 | 0 |
FIXED ASSETS | |||
Furniture, fixtures, and office equipment | 26,191 | 0 | 0 |
Vehicles and trailers | 194,140 | 194,140 | 208,693 |
Equipment | 608,274 | 573,267 | 458,001 |
Leasehold improvements | 12,190 | 12,190 | 28,854 |
Assets in process | 44,551 | 41,061 | 0 |
Fixed assets, gross | 885,345 | 820,658 | 695,548 |
Accumulated depreciation | (316,086) | (269,128) | (178,554) |
Fixed assets, net | 569,259 | 551,530 | 516,994 |
RIGHT OF USE ASSETS | 423,815 | 439,240 | 0 |
TOTAL ASSETS | 3,612,474 | 4,044,935 | 3,068,030 |
CURRENT LIABILITIES | |||
Accounts payable | 288,864 | 167,539 | 169,149 |
Accrued expenses | 805,853 | 646,410 | 126,751 |
Related party payables | 85,603 | 108,058 | 461,913 |
Notes payable - current portion | 762,889 | 512,889 | 36,543 |
Right of use liabilities - current portion | 190,262 | 186,805 | 0 |
Total current liabilities | 2,133,471 | 1,621,701 | 794,356 |
NON-CURRENT LIABILITIES | |||
Notes payable | 27,585 | 35,660 | 55,126 |
Right of use liabilities | 236,782 | 242,574 | 0 |
Total noncurrent liabilities | 264,367 | 278,234 | 55,126 |
Total liabilities | 2,397,838 | 1,899,935 | 849,482 |
COMMITMENTS AND CONTINGENCIES | |||
STOCKHOLDERS' EQUITY (DEFICIT) | |||
Common stock, $0.0001 par value, 75,000,000 shares authorized; 29,441,708 issued and outstanding as of April 30, 2020, and 28,053,167 issued and outstanding as of December 31, 2019, and 25,531,293 issued and outstanding as of December 31, 2018. | 2,943 | 2,806 | 2,553 |
Additional paid-in-capital | 14,095,093 | 13,538,623 | 10,020,231 |
Accumulated deficit | (12,884,427) | (11,390,098) | (7,778,036) |
Total Lux Amber, Corp. stockholders' equity | 1,213,609 | 2,151,331 | 2,244,748 |
Non-controlling interest | 1,027 | (6,331) | (26,200) |
Total equity | 1,214,636 | 2,145,000 | 2,218,548 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) | $ 3,612,474 | $ 4,044,935 | $ 3,068,030 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Apr. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Statement of Financial Position [Abstract] | |||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 75,000,000 | 75,000,000 | 75,000,000 |
Common stock, shares issued | 29,441,708 | 28,053,167 | 25,531,293 |
Common stock, shares outstanding | 29,441,708 | 28,053,167 | 25,531,293 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 4 Months Ended | 12 Months Ended | ||
Apr. 30, 2020 | Apr. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Income Statement [Abstract] | ||||
REVENUE | $ 218,963 | $ 186,880 | $ 976,671 | $ 1,164,304 |
COST OF GOODS SOLD | 329,666 | 167,476 | 932,032 | 772,656 |
Gross profit (loss) | (110,703) | 19,404 | 44,639 | 391,648 |
OPERATING EXPENSES | ||||
General and administrative | 838,966 | 706,302 | 3,358,631 | 3,031,201 |
Selling | 72,148 | 57,993 | 150,602 | 279,739 |
Depreciation and amortization | 99,580 | 1,927 | 172,246 | 110,866 |
Total operating expenses | 1,010,694 | 766,222 | 3,681,479 | 3,421,806 |
OTHER (INCOME) EXPENSE | ||||
Interest income | 0 | (44) | (255) | (11) |
Interest expense | 28,784 | 2,536 | 22,596 | 7,894 |
Other (income) expense | 336,790 | (64,238) | (66,989) | 60,794 |
Total other (income) expense | 365,574 | (61,746) | (44,648) | 68,677 |
Net loss | (1,486,971) | (685,072) | (3,592,192) | (3,098,835) |
Less: net income (loss) attributable to non-controlling interest | 7,358 | (1,718) | 19,869 | (29,059) |
NET LOSS attributable to Lux Amber, Corp. | $ (1,494,329) | $ (683,354) | $ (3,612,061) | $ (3,069,776) |
Basic and diluted loss per share | $ (0.05) | $ (0.03) | $ (0.14) | $ (0.12) |
Weighted average shares - basic and diluted | 28,046,859 | 25,969,293 | 26,221,108 | 25,008,486 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Equity (Deficit) - USD ($) | Common Stock | Additional Paid-In Capital | Retained Earnings / Accumulated Deficit | Noncontrolling Interest | Total |
Beginning balance, shares at Dec. 31, 2017 | 24,300,326 | ||||
Beginning balance, value at Dec. 31, 2017 | $ 2,430 | $ 7,661,882 | $ (4,711,007) | $ 0 | $ 2,953,305 |
Warrants exercised, shares issued | 597,332 | ||||
Warrants exercised, value | $ 60 | 298,606 | 298,666 | ||
Common stock issued for cash, shares | 583,635 | ||||
Common stock issued for cash, value | $ 58 | 875,395 | 875,453 | ||
Options exercised, shares issued | 50,000 | ||||
Options exercised, value | $ 5 | 495 | 500 | ||
Share based compensation | 1,171,753 | 1,171,753 | |||
Warrant modification | 12,100 | 12,100 | |||
Cumulative retained earnings of PCNM | 2,746 | 2,859 | 5,605 | ||
Net loss | (3,069,776) | (29,059) | (3,098,835) | ||
Ending balance, shares at Dec. 31, 2018 | 25,531,293 | ||||
Ending balance, value at Dec. 31, 2018 | $ 2,553 | 10,020,231 | (7,778,037) | (26,200) | 2,218,548 |
Warrants exercised, shares issued | 260,000 | ||||
Warrants exercised, value | $ 26 | 129,974 | 130,000 | ||
Common stock issued for cash, shares | 825,332 | ||||
Common stock issued for cash, value | $ 83 | 1,237,917 | 1,238,000 | ||
Options exercised, shares issued | 50,000 | ||||
Options exercised, value | $ 5 | 495 | 500 | ||
Notes payable converted to common stock, shares | 1,386,542 | ||||
Notes payable converted to common stock, value | $ 139 | 499,861 | 500,000 | ||
Share based compensation | 1,650,145 | 1,650,145 | |||
Net loss | (3,612,061) | 19,869 | (3,592,192) | ||
Ending balance, shares at Dec. 31, 2019 | 28,053,167 | ||||
Ending balance, value at Dec. 31, 2019 | $ 2,806 | 13,538,623 | (11,390,098) | (6,331) | 2,145,000 |
Common stock repurchased, value | $ (2) | (22,392) | (22,394) | ||
Exiting LXAM shares outstanding when acquired | 2,000 | ||||
Notes payable converted to common stock, shares | 1,386,541 | ||||
Notes payable converted to common stock, value | $ 139 | 499,861 | 500,000 | ||
Share based compensation | 79,001 | 79,001 | |||
Net loss | (1,494,329) | 7,358 | (1,486,971) | ||
Ending balance, shares at Apr. 30, 2020 | 29,441,708 | ||||
Ending balance, value at Apr. 30, 2020 | $ 2,943 | $ 14,095,093 | $ (12,884,427) | $ 1,027 | $ 1,214,636 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 4 Months Ended | 12 Months Ended | ||
Apr. 30, 2020 | Apr. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
CASH FLOW FROM OPERATING ACTIVITIES | ||||
Net loss | $ (1,486,971) | $ (685,072) | $ (3,592,192) | $ (3,098,835) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Depreciation and amortization | 99,580 | 1,927 | 172,246 | 110,866 |
Bad debt expense | 0 | 5,709 | 0 | |
Loss on sale of asset | 1,215 | 9,668 | 35,743 | 44,093 |
Interest expense accrued | 168,428 | |||
Share based compensation | 79,001 | 165,232 | 1,650,145 | 1,171,753 |
Warrant modification | 0 | 0 | 12,100 | |
Right to use interest | 4,319 | 0 | 5,960 | 0 |
Changes in operating assets and liabilities: | ||||
Accounts receivable | (21,517) | (48,621) | (39,071) | (2,394) |
Inventory | 14,542 | (149,855) | (76,550) | (6,656) |
Prepaid expenses | (7,413) | 9,086 | 26,014 | (19,107) |
Other current assets | 0 | (11,545) | 1,995 | 28,337 |
Accounts payable and accrued expenses | 280,768 | 255,378 | 518,049 | 153,707 |
Due to related parties | (22,455) | (124,454) | (353,855) | 355,450 |
Net cash used in operating activities | (1,058,931) | (409,828) | (1,645,807) | (1,250,686) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||||
Deposits on hand | (300) | |||
Purchase of licenses | 0 | (15,000) | (15,000) | 0 |
Expenditures for property and equipment | (65,904) | (218,933) | (51,405) | |
Proceeds from sale of property and equipment | 0 | 20,867 | 0 | 4,500 |
Net cash used in investing activities | (65,904) | (5,567) | (233,933) | (46,905) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||||
Borrowing on convertible notes payable | 840,000 | 0 | 910,000 | 0 |
Payments on notes payable | (8,075) | (28,927) | (17,121) | (48,102) |
Payments on right of use liabilities | (43,853) | (2,671) | (78,113) | 0 |
Proceeds from the sale of common stock | 0 | 582,000 | 1,238,000 | 875,453 |
Payments on the (repurchase) of common stock | (22,394) | 0 | 0 | |
Proceeds from execution of warrants | 0 | 130,000 | 298,666 | |
Proceeds from stock options exercised | 0 | 500 | 500 | 500 |
Net cash provided by financing activities | 765,678 | 550,902 | 2,183,266 | 1,126,517 |
TOTAL (DECREASE)/INCREASE IN CASH AND CASH EQUIVALENTS | (359,153) | 146,641 | 303,526 | (171,074) |
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD | 408,338 | 104,812 | 104,812 | 275,886 |
CASH AND CASH EQUIVALENTS AT END OF PERIOD | 49,185 | 251,453 | 408,338 | 104,812 |
NONCASH INVESTING AND FINANCING ACTIVITIES: | ||||
Convertible notes payable converted to common stock | 500,000 | 0 | 500,000 | 0 |
Property and equipment purchased under financing agreements | 0 | 0 | 71,534 | |
Non-cash relief of debt for property no longer payable due to departure of executive | 0 | 0 | 16,931 | |
Cumulative retained earnings impact PCNM | 0 | 0 | 5,605 | |
Non-cash trade in of vehicle and associated debt | 30,905 | 26,000 | 26,000 | 24,000 |
Convertible notes payable in other assets | 0 | (90,000) | 0 | |
Right of use asset addition | 68,104 | 0 | 0 | 0 |
SUPPLEMENTAL CASH FLOW DISCLOSURES: | ||||
Cash paid for interest | $ 5,232 | $ 5,232 | $ 8,842 | $ 7,932 |
Nature of Business
Nature of Business | 4 Months Ended |
Apr. 30, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Business | NATURE OF BUSINESS Worldwide Specialty Chemicals Inc., (“WSC”) a Delaware Corporation formed on March 26, 2014 is an international specialty chemical company. On March 26, 2020, WSC merged with Lux Amber, Corp and WSC is now a wholly owned subsidiary of Lux Amber, Corp (“LAC”). Its principal executive offices are located at 145 Rose Lane, Suite 102, Frisco, Texas 75036. LAC has three (3) wholly owned subsidiaries, Worldwide Specialty Chemicals, Inc. (“WSC”), Industrial Chem Solutions, Inc. (“ICS”), and Safeway Pest Elimination, LLC, (“SPE”); a fourth subsidiary, PCNM, LLC (“PCNM”), is 49% owned. SPE was formed July 16, 2018. LAC, ICS, and SPE serve as both a producer and distributor of environmentally safe, specialty chemicals. PCNM is a Service Disabled Veteran owned small business that sells to government agents. LAC, ICS, and SPE are located 145 Rose Lane, Suite 102, Frisco, TX 75036. LAC, ICS and SPE products utilize all-natural and renewable resources, contain no dangerous chemicals or additives, and offer “green” solutions to its customers. ICS’s product line includes asphalt release agents, industrial cleaners, environmental remediation gels, odor control agents, and consumer friendly cleaners for a wide range of uses, including construction, environmental remediation, hazardous materials clean-up, nuclear decommissioning, industrial cleaning, and odor control. SPE products are designed for the elimination and control of pest. |
2. Summary of Significant Accou
2. Summary of Significant Accounting Policies | 4 Months Ended |
Apr. 30, 2020 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES A summary of the significant accounting polices consistently applied in the preparation of the accompanying consolidated financial statements in accordance with accounting principles generally accepted in the United States of America (GAAP) is as follows. Basis of Consolidation The consolidated financial statements include the accounts of LAC, ICS, SPE, and PCNM. All significant intercompany accounts and transactions have been eliminated in consolidation. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Fair Value of Financial Instruments FASB ASC 825-10 requires disclosure of fair value information about certain financial instruments, including, but not limited to, cash and cash equivalents, accounts receivable, prepaid expenses, accounts payable, accrued expenses, related party payables, and notes payable. Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management at April 30, 2020, December 31, 2019 and 2018. The carrying value of the financial instruments included in the Company’s financial statements approximated their fair values. The carrying value of cash and cash equivalents, accounts receivable, accounts payable, accrued liabilities, and related party payables are carried at, or approximate, fair value as of the reporting date because of their short-term nature. The carrying value of the notes payable approximates fair value as they bear market rates of interest. Basic and Diluted Net Loss Per Share Basic net loss per share is computed using the weighted average number of common shares outstanding. Diluted loss per share has not been presented because there are no dilutive items. Diluted earnings loss per share is based on the assumption that all dilutive stock options, warrants, and convertible debt are converted or exercised by applying the treasury stock method. Under this method, options and warrants are assumed exercised at the beginning of the period (or at the time of issuance, if later), and as if funds obtained thereby were used to purchase common stock at the average market price during the period. Options, warrants and/or convertible debt will have a dilutive effect, during periods of net profit, only when the average market price of the common stock during the period exceeds the exercise or conversion price of the items. For the period ended April 30, 2020, years ended December 31, 2019 and 2018, approximately 82,668, 82,668 and 342,668 common stock warrants, respectively, and 6,469,750, 7,309,750, and 5,059,750 common stock options, respectively, were not added to the diluted average shares because inclusion of such warrants and options would be antidilutive. Cash and Cash Equivalents The Company considers all highly liquid investments with an initial maturity of three months or less, when purchased, to be cash equivalents. The Company maintains cash balances at several financial institutions located throughout the United States, which at times may exceed insured limits. The Company has not experienced any losses in such accounts and believes it is not exposed to any significant credit risk on cash and cash equivalents. Accounts Receivable and Allowance for Doubtful Accounts Accounts receivable are recorded at invoiced amount and generally do not bear interest. An allowance for doubtful accounts is established, as necessary, based on past experience and other factors which, in management's judgment, deserve current recognition in estimating bad debts. Such factors include growth and composition of accounts receivable, the relationship of the allowance for doubtful accounts to accounts receivable, and current economic conditions. The determination of the collectability of amounts due requires the Company to make judgments regarding future events and trends. Allowances for doubtful accounts are determined based on assessing the Company’s portfolio on an individual customer and on an overall basis. This process consists of a review of historical collection experience, current aging status of the customer account, and the financial condition of the Company’s customers. Based on a review of these factors, the Company establishes or adjusts the allowance for specific customers and the accounts receivable portfolio as a whole. At April 30, 2020, December 31, 2019, and 2018, the allowance for doubtful accounts was $0. Revenue Recognition On January 1, 2018, we adopted Accounting Standards Committee 606 (“ASC 606”), Revenue from Contracts with Customers, which provides guidance on how revenue with customers should be recognized. Revenue is measured as the amount of consideration expected to be received in exchange for transferring goods or providing service. Revenue from product sold is recognized when obligations with the customer are satisfied, which generally occurs with the transfer or delivery of the product, signifying the point in time when the customer obtains control of the promised goods. Our performance obligation is delivering the product to the customer; and therefore, the transaction price, which is stated on the invoice, is allocated 100% to the sole performance obligation of product delivery. Revenue from service, if applicable, would be recognized when the services are provided, or the customer receives the benefit, which is over time. For the period ended April 30, 2020 and the years ended December 31, 2019 and 2018, all revenue was from products sold. Our sales policies do not provide for general rights of return, and payment is due net of 60 days. We do not record estimated reductions to revenue for customer programs and incentive offerings including pricing arrangements, promotions and other volume-based incentives at the time of the sale. We also do not record estimated reserves for product returns and credits at the time of sale and anticipated uncollectible accounts. Inventory Inventory is stated at the lower of cost or net realizable value, with cost determined on a first-in first-out basis. The carrying value of inventory is reduced for estimated obsolescence. The Company evaluates the inventory carrying value for potential excess and obsolete inventory exposures by analyzing historical and anticipated demand. The following table sets forth the components of the Company’s inventory balances as of: April 30, 2020 December 31, 2019 December 31, 2018 Finished goods $ 92,568 $ 89,033 $ 35,963 Raw materials 55,927 74,004 29,292 Packaging supplies – – 3,942 Obsolescence (17,290 ) (17,290 ) – $ 131,205 $ 145,747 $ 69,197 Fixed Assets Fixed assets consist of furniture, fixtures and office equipment, vehicles and trailers, equipment and leasehold improvements that are stated at cost, less accumulated depreciation. Depreciation is provided in amounts sufficient to relate the cost of depreciable assets to earnings over their estimated service lives (3 – 10 years) under the straight-line method. Maintenance and repairs are charged to earnings as incurred; major repairs and replacements are capitalized. When items of property or equipment are sold or retired, the related cost and accumulated depreciation are removed from the accounts and any gain or loss is included in operations. Property and equipment operated under material leases which transfer substantially all benefits and risks associated with the assets to the Company are capitalized. An asset and liability equal to the present or fair value, if appropriate, of minimum payments over the term of the leases are recorded. Depreciation of the asset is computed using the straight-line method over the life of the asset. Expenses associated with operating leases are charged to income as incurred. Goodwill Goodwill represents the excess of the value of the purchase price and related costs over the identifiable assets from business acquisitions. The Company conducts an annual impairment assessment, at the reporting unit level, of its recorded goodwill. The Company assesses qualitative factors in order to determine whether it is more likely than not that the fair value of a reporting unit is less than the carrying amount. The qualitative factors evaluated by the Company include: macro-economic conditions of the local business environment, overall financial performance, and other entity specific factors as deemed appropriate. If, through this qualitative assessment, the conclusion is made that it is more likely than not that a reporting unit’s fair value is less than the carrying amount, management determines if the reporting unit’s carrying value exceeds its fair value and records an impairment for such amounts. Management determined, by assessing the qualitative factors, that it is more likely than not that the fair value of the reporting unit is greater than the carrying value. Management does not consider the value of goodwill recorded for ICS in the accompanying consolidated balance sheet to be impaired as of April 30, 2020. Share-Based Compensation The Company recognizes compensation expense for all share-based payments in accordance with FASB Codification Topic 718, Compensation — Stock Compensation, (ASC 718). Under the fair value recognition provisions of ASC 718, the Company recognizes share-based compensation expense, net of an estimated forfeiture rate, over the requisite service period of the award. The fair value at the measurement date of stock options is estimated using the Black-Scholes option-pricing model. Compensation expense is recognized on a straight-line basis over the vesting period based on the estimated number of stock options that are expected to vest. The Company estimates forfeitures to be 50% for options that vest over time. Income Taxes The Company accounts for Federal and state income taxes using the asset and liability approach for financial accounting and reporting for income taxes based on tax effects of differences between the financial statement and tax basis of assets and liabilities. The Company accounts for all uncertain tax positions in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification 740 – Income Taxes (“ASC 740”). ASC 740 provides guidance on de-recognition, classification, interest and penalties and disclosure related to uncertain income tax positions. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as a component of income tax expense. There were no accrued interest or penalties as of April 30, 2020, December 31, 2019 and 2018. From time to time, the Company may be audited by taxing authorities. These audits could result in proposed assessments of additional taxes. The Company believes that its tax positions comply in all material respects with applicable tax law. However, tax law is subject to interpretation, and interpretations by taxing authorities could be different from those of the Company, which could result in the imposition of additional taxes. The Company’s federal returns since 2016 are still subject to examination by taxing authorities. Prepaid Expenses Prepaid expenses consist of expenses the Company has paid for prior to the service or good being provided. These prepaid expenses will be recorded as expense at the time the service has been provided. License Fee ICS pays 10% of the net selling price to CBI, as a mutually acceptable license fee. E. Thomas Layton, Chairman and CEO of LAC, is also the Chairman and CEO and controlling shareholder of CBI Polymers, Inc. Advertising Costs The Company recognizes expenses for advertising costs as they are incurred. Advertising costs were $12,538, $22,099, and $102,389 for the period ended April 30, 2020 and the years ended December 31, 2019 and 2018, respectively. Going Concern The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company has incurred substantial operating losses, resulting in an accumulated deficit of $12,884,427 at April 30, 2020. These factors raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date the financial statements are being issued. As such, the Company, as a publicly trading company is arranging for additional financing to fully implement its business plan, including continued growth and establishment of a stronger brand. The Company is actively seeking growth of its service offerings, both organically and via new client relationships. In the ordinary course of the Company’s business, management is trying to raise additional capital through sales of common stock as well as seeking debt financing from third parties. There are current indications that additional financing will be available on favorable terms. In addition, the company is working to establish creditworthiness by establishing a line-of-credit and entering into a sale-leasee back on certain assets. If additional financing is not available, the Company will need to reduce salaries, defer or cancel development programs, planned initiatives and overhead expenditures. The failure to adequately fund its capital requirements could have a material adverse effect on the Company’s business, financial condition and results of operations, including potential discontinuance of operations. Moreover, the sale of additional equity securities to raise financing will result in additional dilution to the Company’s stockholders. Additionally, incurring additional indebtedness could involve an increased debt service cash obligation, as well as the imposition of covenants that restrict the Company’s operations or the Company’s ability to perform on its current debt service requirements. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. While the company recognizes the significant impact of additional financing, the company is an emerging growth company serving large and growing markets and it will continue to sell securities and enter into financing programs which are deemed to be prudent. Recently Issued Accounting Pronouncements Pronouncements Recently Adopted In January 2017, the FASB issued ASU No. 2017-04, Intangibles-Goodwill and Other (Topic 350): Simplifying the Test for Goodwill impairment Pronouncements Not Yet Adopted In June 2016, the FASB issued ASU 2016-13 Financial Instruments-Credit Losses, which amends how entities will measure credit losses for most financial assets and certain other instruments that are not measured at fair value through net income, which applies to trade accounts receivable and the calculation of the allowance for uncollectible accounts receivable. The new standard will become effective for the Company for annual and interim periods beginning after December 15, 2021, with early adoption permitted. The Company is currently evaluating the impact of the adoption of this accounting guidance will have on the consolidated financial statements. |
2. Accounts Receivable
2. Accounts Receivable | 4 Months Ended |
Apr. 30, 2020 | |
Credit Loss [Abstract] | |
2. Accounts Receivable | 2. ACCOUNTS RECEIVABLE Accounts receivable relate to trade receivables from product sales made by the Company. Accounts receivable consist of the following at April 30, 2020, December 31, 2019 And December 31, 2018: April 30, 2020 December 31, 2019 December 31, 2018 Trade receivables $ 106,876 $ 85,359 $ 51,997 |
3. Notes Payable
3. Notes Payable | 4 Months Ended |
Apr. 30, 2020 | |
Debt Disclosure [Abstract] | |
Notes Payable | 3. NOTES PAYABLE Convertible Promissory Notes Payable Throughout August 2019, the Company issued $500,000 of convertible debentures. The debentures are convertible into shares of the Company's common stock at the maturity date of November 15, 2019 and pay any unpaid interest at a rate of 8%. On November 15, 2019, the debentures were converted into 1,386,542 shares of common stock at a rate of $0.3606093 per share. Accrued interest paid amounted to $7,310. During the first four months ended April 30, 2020, the Company issued a third round of convertible debentures worth $750,000. The debentures are convertible into shares of the Company's common stock at the maturity date of September 15, 2020 and pay any unpaid interest at a rate of 8%. As of April 30, 2020, this third round of debentures had not been converted and the accrued interest unpaid amounted to $14,992. Vehicles and Equipment Notes Payable The Company has one note payable relating to the purchase of a Company vehicle as of April 30, 2020. The balance outstanding under the note payable was $40,474 as of April 30, 2020. The note payable bears interest of 5.99% with principal and interest due monthly. The note matures in September 2023. The Company had the same note payable relating to the purchase of a Company vehicles as of December 31, 2019. The balance outstanding under the note payable was $48,549 at December 31, 2019. The Company’s future minimum principal payments as of April 30, 2020 are as follows: 2021 $ 12,889 2022 12,889 2023 12,889 2024 1,807 $ 40,474 |
4. Accrued Expenses
4. Accrued Expenses | 4 Months Ended |
Apr. 30, 2020 | |
Payables and Accruals [Abstract] | |
4. Accrued Expenses | 4. ACCRUED EXPENSES Accrued expenses, consisting of accrued salaries for officers and executive management, include the following balance at April 30, 2020, December 31, 2019 and 2018: April 30, 2020 December 31, 2019 December 31, 2018 Accrued Compensation $ 469,004 $ 237,000 $ 126,751 Other Accrued Expenses 336,849 409,410 – $ 805,853 $ 646,410 $ 126,751 |
5. Income Taxes
5. Income Taxes | 4 Months Ended |
Apr. 30, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 5. INCOME TAXES The Company elected C Corporation tax status upon inception in 2014. Net operating losses (“NOL”) totaled $13,047,319 as of April 30, 2020, and may be carried forward to offset future taxable income. As future taxable income is uncertain, a full valuation allowance has been recorded and accordingly, no current provision for income tax has been recorded in the accompanying statements of operations. NOL carry-forward benefits begin to expire in 2035. The following table summarizes the difference between the actual tax provision and the amounts obtained by applying the statutory tax rates to the income or loss before income taxes for the period ending April 30, 2020 and years ended December 31: April 30, 2020 December 31, 2019 December 31, 2018 Tax benefit calculated at statutory rate 21.00 % 21.00 % 21.00 % Expense not deductible (0.05 ) (0.06 ) (0.15 ) Changes to valuation allowance (20.95 ) (20.94 ) (20.85 ) Provision for income taxes 0 % 0 % 0 % A deferred tax liability or asset is determined based on the difference between the financial statement and tax bases of assets and liabilities as measured by the enacted tax rates which will be in effect when these differences reverse. Deferred tax expense or benefit in the accompanying consolidated statements of operations are the result of changes in the assets and liabilities for deferred taxes. The measurement of deferred tax assets is reduced, if necessary, by the amount for any tax benefits that, based on available evidence, are not expected to be realized. Income tax expense is the current tax payable or refundable for the year plus or minus the net change in the deferred tax assets and liabilities. Deferred income taxes of the Company arise from the temporary differences between financial statement and income tax recognition of NOL carry-forwards. The deferred tax assets and liabilities in the accompanying consolidated balance sheets include the following components: April 30, 2020 December 31, December 31, Net non-current deferred tax assets: Net operating loss carry-forward $ 2,739,937 $ 2,418,457 $ 1,673,655 Fixed assets 13,929 23,147 52,286 Net non-current deferred tax liabilities: Intangible assets (9,293 ) (10,067 ) (10,841 ) Net 2,744,573 2,431,537 1,715,100 Less valuation allowance (2,744,573 ) (2,431,537 ) (1,715,100 ) Net deferred taxes $ – $ – $ – |
6. Commitments, Contingencies a
6. Commitments, Contingencies and Concentrations | 4 Months Ended |
Apr. 30, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments, Contingencies and Concentrations | 6. COMMITMENTS, CONTINGENCIES AND CONCENTRATIONS Leases The Company adopted the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Updates (“ASU”) ASU 2016-02, Leases on January 1, 2019 on a modified retrospective basis. The initial adoption of the standard recognized right-of-use assets of $493,832 and lease liabilities of $498,361 on the Company’s consolidated balance sheet with no impact on the Company's results of operations. The Company elected the hindsight practical expedient and the package of practical expedients to not reassess prior conclusions related to contracts containing leases, lease classification and initial direct costs for all leases. As of April 30, 2020, the weighted average remaining lease term and weighted average discount rate for financing leases was 2.9 years and 4.29%, respectively. The Company's future financing lease obligations that have not yet commenced are immaterial. For period ended April 30, 2020, and year ended December 31, 2019, the Company's cash paid for financing leases was $40,757 and $77,618, and short-term lease costs were $0 and $82,579, respectively. The Company’s undiscounted annual future minimum lease payments as of April 30, 2020 consist of: 2020 $ 175,865 2021 161,431 2022 85,699 2023 11,483 2024 10,526 Total lease payments 445,004 Interest (17,960 ) Present value of lease liabilities $ 427,044 Concentrations For the year ended April 30, 2020, the Company had one customer that represented 12% of total sales. For the year ended December 31, 2019, the Company had two customers that represented 19% and 14% of total sales. For the year ended December 31, 2018, the Company had one customer that represented 12% of total sales. As of April 30, 2020, the Company had two customers that accounted for 30% and 11%, respectively of accounts receivable. As of December 31, 2019, the Company had three customers that accounted for 38%, 22%, and 15% of accounts receivable. As of December 31, 2018, the Company had four customers that accounted for 29%, 18%, 15%, and 12% of accounts receivable. |
7. Stockholders' Equity
7. Stockholders' Equity | 4 Months Ended |
Apr. 30, 2020 | |
Equity [Abstract] | |
Stockholders' Equity | 7. STOCKHOLDERS’ EQUITY Common and Preferred Stock As of April 30, 2020, December 31, 2019, and 2018, the authorized share capital of the Company consisted of 75,000,000 shares of common stock with $0.0001 par value. No other classes of stock are authorized. Warrants Through June 30, 2017, there were $2,885,000 in notes payable issued. These notes came with one warrant for each dollar borrowed for a total 2,885,000 warrants at an exercise price of $0.50, all of which expire on December 31, 2017. On February 9, 2018, the expiration date of the warrants was extended to December 31, 2018. The fair value of these warrants upon issuance was $0. These warrants expired on December 31, 2018. On March 31, 2017, the Company issued 600,000 warrants at an exercise price of $.50 for services provided to a consultant. The warrants expire on March 31, 2024. The fair value of these warrants upon issuance was $302. There were 260,000 warrants exercised during the year ended December 31, 2019 at $.50 per share for a total cash amount of $130,000. There were 597,332 warrants exercised during the year ended December 31, 2018 at $.50 per share for a total cash amount of $298,666. As of April 30, 2020, December 31, 2019, and 2018, there were 82,668, 82,668 and 342,668 common stock warrants outstanding, respectively, with an exercise price of $0.50. On December 31, 2018, 170,000 warrants expired. Period Beg. Balance Issued Exercised Expired End. Balance 2014 – 2,500,000 – – 2,500,000 Q4 2016 2,500,000 385,000 – – 2,885,000 Q1 2017 2,885,000 2,500,000 – – 5,385,000 Q2 2017 5,385,000 600,000 – – 5,985,000 Q3 2017 5,985,000 – – 2,500,000 3,485,000 Q4 2017 3,485,000 – 2,375,000 – 1,110,000 Q1 2018 1,110,000 – 80,000 – 1,030,000 Q2 2018 1,030,000 – 332,332 – 697,668 Q3 2018 697,668 – 125,000 – 572,668 Q4 2018 572,668 – 60,000 170,000 342,668 Q1 2019 342,668 – – – 342,668 Q2 2019 342,668 – 70,000 – 272,668 Q3 2019 272,668 – 190,000 – 82,668 Q4 2019 82,668 – – – 82,668 April 30, 2020 82,668 – – – 82,668 Stock option plan Effective February 1, 2017, the Company established the 2016 Stock Option Plan (the “Plan”). The Board of Directors of the Company has the authority and discretion to grant stock options. The maximum number of shares of stock that may be issued pursuant to the exercise of options under the Plan is 5,500,000. Eligible individuals include any employee or director of the Company and any consultant providing services to the Company. The expiration date and exercise price for each stock option grant are as established by the Board of Directors of the Company. No option may be issued under the Plan after February 1, 2027. On March 18, 2018, the Plan was amended to increase the maximum number of shares of stock that may be issued to 5,000,000. On July 10, 2018, the Plan was amended to increase the maximum number of shares of stock that may be issued to 5,500,000. In November of 2019, the Plan was further amended to increase the shares of stock that may be issued to 10,000,000. Stock option activity during the period ended April 30, 2020 is summarized as follows: Shares Under Option Price Per Share Weighted Average Exercise Price Weighted Average Remaining Contractual Life Outstanding - beginning of year 7,309,750 $ 0.00 - 1.50 $ 1.18 117 months Granted – $ – $ – Exercised – $ – $ – Canceled or expired – – – Outstanding - end of year 7,309,750 $ 0.00 - 1.50 $ 1.18 113 months Exercisable - end of year 6,469,750 $ 0.91 95 months Stock option activity during the year ended December 31, 2019 is summarized as follows: Shares Under Option Price Per Share Weighted Average Exercise Price Weighted Average Remaining Contractual Life Outstanding - beginning of year 5,059,750 $ 0.00 - 1.50 $ 0.39 104 months Granted 2,300,000 $ 1.50 $ 1.50 Exercised 50,000 $ 0.01 $ 0.01 Canceled or expired – – – Outstanding - end of year 7,309,750 $ 0.00 - 1.50 $ 1.18 117 months Exercisable - end of year 6,366,417 $ 0.91 99 months Stock option activity during the year ended December 31, 2018 is summarized as follows: Shares Under Option Price Per Share Weighted Average Exercise Price Weighted Average Remaining Contractual Life Outstanding - beginning of year 3,439,750 $ 0.00 - 1.50 $ 0.39 Granted 1,670,000 $ 0.00 - 1.50 $ 0.39 Exercised 50,000 $ 0.01 $ 0.01 Canceled or expired – – – Outstanding - end of year 5,059,750 $ 0.00 - 1.50 $ 0.39 104 months Exercisable - end of year 4,099,417 $ 0.42 106 months The fair value of each option grant is calculated using the following assumptions: April 30, 2019 2018 Expected life – years NA 3.25 – 5 3.25 – 10 Interest rate NA 1.60-2.56% 2.55-2.85% Volatility NA 71.70% 71.70% Dividend yield –% –% –% Aggregate intrinsic value for all options outstanding as of April 30, 2020, December 31, 2019, and December 31, 2018, respectively, was $2,339,120, $2,339,120, and $5,616,323. Aggregate intrinsic value for all options exercisable as of April 30, 2020, December 31, 2019, December 31, 2018 respectively, was $3,817,152, $3,756,186, and $4,427,370. The fair value of all shares that vested during period ended April 30, 2020 and the years ended December 31, 2019 and 2018 was $1,729,145, $1,569,105 and $1,146,974, respectively. Total share-based compensation expense (including stock grants) included in salaries and wages was $79,001 for the period ended April 30, 2020 and the years ended December 31, 2019 and 2018 was $1,650,145 and $1,171,753, respectively. Unamortized share-based compensation expense as of April 30, 2020 amounted to $460,381, which is expected to be recognized over the next 31 months. |
8. Related Party Transactions
8. Related Party Transactions | 4 Months Ended |
Apr. 30, 2020 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 8. RELATED PARTY TRANSACTIONS Throughout the year ending April 30, 2020 and 2019, the Company incurred consulting fees of $217,000 and $299,710, respectively, to three current shareholders. The unpaid balance due was $176,000 and $80,000 as of April 30, 2020 and December 31, 2019, respectively, is included in accounts payable in the accompanying consolidated financial statements. The Company is in effect a sales representative of CBI pursuant to the Exclusive Patent License Agreement between the Company and CBI. CBI and the Company are companies under the common control of E. Thomas Layton, the Company’s chairman and chief executive officer. There are no other transactions or contracts between CBI and the Company other than those discussed in this report. As of April 30, 2020, $590 was due to CBI Polymers. Two separate related parties are allowing the Company to rent vehicles for a monthly fee of $1,650 and $2,957. For the four month period ended April 30, 2020, the Company paid a total of $6,600 and $5,628 for those vehicles. For the year ended December 31, 2019, the Company paid a total of $12,391 and $24,195 for those same vehicles. |
9. Subsequent Events
9. Subsequent Events | 4 Months Ended |
Apr. 30, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | 9. SUBSEQUENT EVENTS Throughout May 2020, the Company has issued an additional $1,000,000 of convertible debentures. The debentures are convertible into shares of the Company’s common stock at the maturity date of September 15, 2020 and pay any unpaid interest at the rate of 8%. As of July 31, 2020, $525,500 has been funded. During March 2020, a global pandemic was declared by the World Health Organization related to the rapidly growing outbreak of a novel strain of coronavirus ("COVID-19"). The pandemic has significantly impacted the economic conditions in the U.S., accelerating during the first half of March, as federal, state and local governments react to the public health crisis, creating significant uncertainties in the U.S. economy. In March 2020, we noticed a strong decline in orders from our customers, as businesses around the country began to cease their operations due to COVID-19. In an attempt to mitigate the ongoing impact of the pandemic on our cash flows certain actions were taken. The actions include targeted reductions in discretionary operating expenses such as advertising and payroll expenses, reducing capital expenditures, and reducing travel for business development purposes. The Paycheck Protection Program (“PPP”) loan is a loan from the U.S. Small Business Administration (“SBA”) that helps businesses keep their workforce employed during the Coronavirus (COVID-19) crisis. SBA will forgive loans if all employees are kept on the payroll for eight weeks and the money is used for payroll, rent, mortgage interest, or utilities. On May 8, 2020, the Company received a PPP loan in the amount of $100,344. Continued impacts of the pandemic have had a material adverse impact on our revenues, earnings, liquidity and cash flows, and may require additional actions in response, including, but not limited to, employee layoffs, reduced production, or further expense reductions, all in an effort to mitigate such impacts. The extent of the impact of the pandemic on our business and financial results will depend largely on future developments, including the duration of the spread of the outbreak within the U.S., and the related impact on consumer confidence and spending, all of which are highly uncertain and cannot be predicted. This situation is rapidly changing and additional impacts to the business may arise that we are not aware of currently. While the disruption is currently expected to be temporary, there is uncertainty around the duration. The ultimate impact of the pandemic on the Company’s results of operations, financial position, liquidity or capital resources cannot be reasonably estimated at this time. |
2. Summary of Significant Acc_2
2. Summary of Significant Accounting Policies (Policies) | 4 Months Ended |
Apr. 30, 2020 | |
Accounting Policies [Abstract] | |
Basis of Consolidation | Basis of Consolidation The consolidated financial statements include the accounts of LAC, ICS, SPE, and PCNM. All significant intercompany accounts and transactions have been eliminated in consolidation. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments FASB ASC 825-10 requires disclosure of fair value information about certain financial instruments, including, but not limited to, cash and cash equivalents, accounts receivable, prepaid expenses, accounts payable, accrued expenses, related party payables, and notes payable. Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management at April 30, 2020, December 31, 2019 and 2018. The carrying value of the financial instruments included in the Company’s financial statements approximated their fair values. The carrying value of cash and cash equivalents, accounts receivable, accounts payable, accrued liabilities, and related party payables are carried at, or approximate, fair value as of the reporting date because of their short-term nature. The carrying value of the notes payable approximates fair value as they bear market rates of interest. |
Basic and Diluted Net Loss Per Share | Basic and Diluted Net Loss Per Share Basic net loss per share is computed using the weighted average number of common shares outstanding. Diluted loss per share has not been presented because there are no dilutive items. Diluted earnings loss per share is based on the assumption that all dilutive stock options, warrants, and convertible debt are converted or exercised by applying the treasury stock method. Under this method, options and warrants are assumed exercised at the beginning of the period (or at the time of issuance, if later), and as if funds obtained thereby were used to purchase common stock at the average market price during the period. Options, warrants and/or convertible debt will have a dilutive effect, during periods of net profit, only when the average market price of the common stock during the period exceeds the exercise or conversion price of the items. For the period ended April 30, 2020, years ended December 31, 2019 and 2018, approximately 82,668, 82,668 and 342,668 common stock warrants, respectively, and 6,469,750, 7,309,750, and 5,059,750 common stock options, respectively, were not added to the diluted average shares because inclusion of such warrants and options would be antidilutive. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments with an initial maturity of three months or less, when purchased, to be cash equivalents. The Company maintains cash balances at several financial institutions located throughout the United States, which at times may exceed insured limits. The Company has not experienced any losses in such accounts and believes it is not exposed to any significant credit risk on cash and cash equivalents. |
Accounts Receivable and Allowance for Doubtful Accounts | Accounts Receivable and Allowance for Doubtful Accounts Accounts receivable are recorded at invoiced amount and generally do not bear interest. An allowance for doubtful accounts is established, as necessary, based on past experience and other factors which, in management's judgment, deserve current recognition in estimating bad debts. Such factors include growth and composition of accounts receivable, the relationship of the allowance for doubtful accounts to accounts receivable, and current economic conditions. The determination of the collectability of amounts due requires the Company to make judgments regarding future events and trends. Allowances for doubtful accounts are determined based on assessing the Company’s portfolio on an individual customer and on an overall basis. This process consists of a review of historical collection experience, current aging status of the customer account, and the financial condition of the Company’s customers. Based on a review of these factors, the Company establishes or adjusts the allowance for specific customers and the accounts receivable portfolio as a whole. At April 30, 2020, December 31, 2019, and 2018, the allowance for doubtful accounts was $0. |
Revenue Recognition | Revenue Recognition On January 1, 2018, we adopted Accounting Standards Committee 606 (“ASC 606”), Revenue from Contracts with Customers, which provides guidance on how revenue with customers should be recognized. Revenue is measured as the amount of consideration expected to be received in exchange for transferring goods or providing service. Revenue from product sold is recognized when obligations with the customer are satisfied, which generally occurs with the transfer or delivery of the product, signifying the point in time when the customer obtains control of the promised goods. Our performance obligation is delivering the product to the customer; and therefore, the transaction price, which is stated on the invoice, is allocated 100% to the sole performance obligation of product delivery. Revenue from service, if applicable, would be recognized when the services are provided, or the customer receives the benefit, which is over time. For the period ended April 30, 2020 and the years ended December 31, 2019 and 2018, all revenue was from products sold. Our sales policies do not provide for general rights of return, and payment is due net of 60 days. We do not record estimated reductions to revenue for customer programs and incentive offerings including pricing arrangements, promotions and other volume-based incentives at the time of the sale. We also do not record estimated reserves for product returns and credits at the time of sale and anticipated uncollectible accounts. |
Inventory | Inventory Inventory is stated at the lower of cost or net realizable value, with cost determined on a first-in first-out basis. The carrying value of inventory is reduced for estimated obsolescence. The Company evaluates the inventory carrying value for potential excess and obsolete inventory exposures by analyzing historical and anticipated demand. The following table sets forth the components of the Company’s inventory balances as of: April 30, 2020 December 31, 2019 December 31, 2018 Finished goods $ 92,568 $ 89,033 $ 35,963 Raw materials 55,927 74,004 29,292 Packaging supplies – – 3,942 Obsolescence (17,290 ) (17,290 ) – $ 131,205 $ 145,747 $ 69,197 |
Fixed Assets | Fixed Assets Fixed assets consist of furniture, fixtures and office equipment, vehicles and trailers, equipment and leasehold improvements that are stated at cost, less accumulated depreciation. Depreciation is provided in amounts sufficient to relate the cost of depreciable assets to earnings over their estimated service lives (3 – 10 years) under the straight-line method. Maintenance and repairs are charged to earnings as incurred; major repairs and replacements are capitalized. When items of property or equipment are sold or retired, the related cost and accumulated depreciation are removed from the accounts and any gain or loss is included in operations. Property and equipment operated under material leases which transfer substantially all benefits and risks associated with the assets to the Company are capitalized. An asset and liability equal to the present or fair value, if appropriate, of minimum payments over the term of the leases are recorded. Depreciation of the asset is computed using the straight-line method over the life of the asset. Expenses associated with operating leases are charged to income as incurred. |
Goodwill | Goodwill Goodwill represents the excess of the value of the purchase price and related costs over the identifiable assets from business acquisitions. The Company conducts an annual impairment assessment, at the reporting unit level, of its recorded goodwill. The Company assesses qualitative factors in order to determine whether it is more likely than not that the fair value of a reporting unit is less than the carrying amount. The qualitative factors evaluated by the Company include: macro-economic conditions of the local business environment, overall financial performance, and other entity specific factors as deemed appropriate. If, through this qualitative assessment, the conclusion is made that it is more likely than not that a reporting unit’s fair value is less than the carrying amount, management determines if the reporting unit’s carrying value exceeds its fair value and records an impairment for such amounts. Management determined, by assessing the qualitative factors, that it is more likely than not that the fair value of the reporting unit is greater than the carrying value. Management does not consider the value of goodwill recorded for ICS in the accompanying consolidated balance sheet to be impaired as of April 30, 2020. |
Share-Based Compensation | Share-Based Compensation The Company recognizes compensation expense for all share-based payments in accordance with FASB Codification Topic 718, Compensation — Stock Compensation, (ASC 718). Under the fair value recognition provisions of ASC 718, the Company recognizes share-based compensation expense, net of an estimated forfeiture rate, over the requisite service period of the award. The fair value at the measurement date of stock options is estimated using the Black-Scholes option-pricing model. Compensation expense is recognized on a straight-line basis over the vesting period based on the estimated number of stock options that are expected to vest. The Company estimates forfeitures to be 50% for options that vest over time. |
Income Taxes | Income Taxes The Company accounts for Federal and state income taxes using the asset and liability approach for financial accounting and reporting for income taxes based on tax effects of differences between the financial statement and tax basis of assets and liabilities. The Company accounts for all uncertain tax positions in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification 740 – Income Taxes (“ASC 740”). ASC 740 provides guidance on de-recognition, classification, interest and penalties and disclosure related to uncertain income tax positions. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as a component of income tax expense. There were no accrued interest or penalties as of April 30, 2020, December 31, 2019 and 2018. From time to time, the Company may be audited by taxing authorities. These audits could result in proposed assessments of additional taxes. The Company believes that its tax positions comply in all material respects with applicable tax law. However, tax law is subject to interpretation, and interpretations by taxing authorities could be different from those of the Company, which could result in the imposition of additional taxes. The Company’s federal returns since 2016 are still subject to examination by taxing authorities. |
Prepaid Expenses | Prepaid Expenses Prepaid expenses consist of expenses the Company has paid for prior to the service or good being provided. These prepaid expenses will be recorded as expense at the time the service has been provided. |
License Fee | License Fee ICS pays 10% of the net selling price to CBI, as a mutually acceptable license fee. E. Thomas Layton, Chairman and CEO of LAC, is also the Chairman and CEO and controlling shareholder of CBI Polymers, Inc. |
Advertising Costs | Advertising Costs The Company recognizes expenses for advertising costs as they are incurred. Advertising costs were $12,538, $22,099, and $102,389 for the period ended April 30, 2020 and the years ended December 31, 2019 and 2018, respectively. |
Going Concern | Going Concern The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company has incurred substantial operating losses, resulting in an accumulated deficit of $12,884,427 at April 30, 2020. These factors raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date the financial statements are being issued. As such, the Company, as a publicly trading company is arranging for additional financing to fully implement its business plan, including continued growth and establishment of a stronger brand. The Company is actively seeking growth of its service offerings, both organically and via new client relationships. In the ordinary course of the Company’s business, management is trying to raise additional capital through sales of common stock as well as seeking debt financing from third parties. There are current indications that additional financing will be available on favorable terms. In addition, the company is working to establish creditworthiness by establishing a line-of-credit and entering into a sale-leasee back on certain assets. If additional financing is not available, the Company will need to reduce salaries, defer or cancel development programs, planned initiatives and overhead expenditures. The failure to adequately fund its capital requirements could have a material adverse effect on the Company’s business, financial condition and results of operations, including potential discontinuance of operations. Moreover, the sale of additional equity securities to raise financing will result in additional dilution to the Company’s stockholders. Additionally, incurring additional indebtedness could involve an increased debt service cash obligation, as well as the imposition of covenants that restrict the Company’s operations or the Company’s ability to perform on its current debt service requirements. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. While the company recognizes the significant impact of additional financing, the company is an emerging growth company serving large and growing markets and it will continue to sell securities and enter into financing programs which are deemed to be prudent. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements Pronouncements Recently Adopted In January 2017, the FASB issued ASU No. 2017-04, Intangibles-Goodwill and Other (Topic 350): Simplifying the Test for Goodwill impairment |
Pronouncements Not Yet Adopted | Pronouncements Not Yet Adopted In June 2016, the FASB issued ASU 2016-13 Financial Instruments-Credit Losses, which amends how entities will measure credit losses for most financial assets and certain other instruments that are not measured at fair value through net income, which applies to trade accounts receivable and the calculation of the allowance for uncollectible accounts receivable. The new standard will become effective for the Company for annual and interim periods beginning after December 15, 2021, with early adoption permitted. The Company is currently evaluating the impact of the adoption of this accounting guidance will have on the consolidated financial statements. |
2. Summary of Significant Acc_3
2. Summary of Significant Accounting Policies (Tables) | 4 Months Ended |
Apr. 30, 2020 | |
Accounting Policies [Abstract] | |
Schedule of property and equipment | April 30, 2020 December 31, 2019 December 31, 2018 Finished goods $ 92,568 $ 89,033 $ 35,963 Raw materials 55,927 74,004 29,292 Packaging supplies – – 3,942 Obsolescence (17,290 ) (17,290 ) – $ 131,205 $ 145,747 $ 69,197 |
2. Accounts Receivable (Tables)
2. Accounts Receivable (Tables) | 4 Months Ended |
Apr. 30, 2020 | |
Credit Loss [Abstract] | |
Schedule of accounts receivable | April 30, 2020 December 31, 2019 December 31, 2018 Trade receivables $ 106,876 $ 85,359 $ 51,997 |
3. Notes Payable (Tables)
3. Notes Payable (Tables) | 4 Months Ended |
Apr. 30, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of future minimum debt payments | 2021 $ 12,889 2022 12,889 2023 12,889 2024 1,807 $ 40,474 |
4. Accrued Expenses (Tables)
4. Accrued Expenses (Tables) | 4 Months Ended |
Apr. 30, 2020 | |
Payables and Accruals [Abstract] | |
Schedule of accrued expenses | April 30, 2020 December 31, 2019 December 31, 2018 Accrued Compensation $ 469,004 $ 237,000 $ 126,751 Other Accrued Expenses 336,849 409,410 – $ 805,853 $ 646,410 $ 126,751 |
5. Income Taxes (Tables)
5. Income Taxes (Tables) | 4 Months Ended |
Apr. 30, 2020 | |
Income Tax Disclosure [Abstract] | |
Schedule of income tax reconciliation | April 30, 2020 December 31, 2019 December 31, 2018 Tax benefit calculated at statutory rate 21.00 % 21.00 % 21.00 % Expense not deductible (0.05 ) (0.06 ) (0.15 ) Changes to valuation allowance (20.95 ) (20.94 ) (20.85 ) Provision for income taxes 0 % 0 % 0 % |
Schedule of deferred taxes | April 30, 2020 December 31, December 31, Net non-current deferred tax assets: Net operating loss carry-forward $ 2,739,937 $ 2,418,457 $ 1,673,655 Fixed assets 13,929 23,147 52,286 Net non-current deferred tax liabilities: Intangible assets (9,293 ) (10,067 ) (10,841 ) Net 2,744,573 2,431,537 1,715,100 Less valuation allowance (2,744,573 ) (2,431,537 ) (1,715,100 ) Net deferred taxes $ – $ – $ – |
6. Commitments, Contingencies_2
6. Commitments, Contingencies and Concentrations (Tables) | 4 Months Ended |
Apr. 30, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of future minimum lease payments | 2020 $ 175,865 2021 161,431 2022 85,699 2023 11,483 2024 10,526 Total lease payments 445,004 Interest (17,960 ) Present value of lease liabilities $ 427,044 |
7. Stockholders' Equity (Tables
7. Stockholders' Equity (Tables) | 4 Months Ended |
Apr. 30, 2020 | |
Equity [Abstract] | |
Schedule of warrants | Period Beg. Balance Issued Exercised Expired End. Balance 2014 – 2,500,000 – – 2,500,000 Q4 2016 2,500,000 385,000 – – 2,885,000 Q1 2017 2,885,000 2,500,000 – – 5,385,000 Q2 2017 5,385,000 600,000 – – 5,985,000 Q3 2017 5,985,000 – – 2,500,000 3,485,000 Q4 2017 3,485,000 – 2,375,000 – 1,110,000 Q1 2018 1,110,000 – 80,000 – 1,030,000 Q2 2018 1,030,000 – 332,332 – 697,668 Q3 2018 697,668 – 125,000 – 572,668 Q4 2018 572,668 – 60,000 170,000 342,668 Q1 2019 342,668 – – – 342,668 Q2 2019 342,668 – 70,000 – 272,668 Q3 2019 272,668 – 190,000 – 82,668 Q4 2019 82,668 – – – 82,668 April 30, 2020 82,668 – – – 82,668 |
Schedule of option activity | Shares Under Option Price Per Share Weighted Average Exercise Price Weighted Average Remaining Contractual Life Outstanding - beginning of year 7,309,750 $ 0.00 - 1.50 $ 1.18 117 months Granted – $ – $ – Exercised – $ – $ – Canceled or expired – – – Outstanding - end of year 7,309,750 $ 0.00 - 1.50 $ 1.18 113 months Exercisable - end of year 6,469,750 $ 0.91 95 months Stock option activity during the year ended December 31, 2019 is summarized as follows: Shares Under Option Price Per Share Weighted Average Exercise Price Weighted Average Remaining Contractual Life Outstanding - beginning of year 5,059,750 $ 0.00 - 1.50 $ 0.39 104 months Granted 2,300,000 $ 1.50 $ 1.50 Exercised 50,000 $ 0.01 $ 0.01 Canceled or expired – – – Outstanding - end of year 7,309,750 $ 0.00 - 1.50 $ 1.18 117 months Exercisable - end of year 6,366,417 $ 0.91 99 months Stock option activity during the year ended December 31, 2018 is summarized as follows: Shares Under Option Price Per Share Weighted Average Exercise Price Weighted Average Remaining Contractual Life Outstanding - beginning of year 3,439,750 $ 0.00 - 1.50 $ 0.39 Granted 1,670,000 $ 0.00 - 1.50 $ 0.39 Exercised 50,000 $ 0.01 $ 0.01 Canceled or expired – – – Outstanding - end of year 5,059,750 $ 0.00 - 1.50 $ 0.39 104 months Exercisable - end of year 4,099,417 $ 0.42 106 months |
Schedule of assumptions | April 30, 2019 2018 Expected life – years NA 3.25 – 5 3.25 – 10 Interest rate NA 1.60-2.56% 2.55-2.85% Volatility NA 71.70% 71.70% Dividend yield –% –% –% |
2. Summary of Significant Acc_4
2. Summary of Significant Accounting Policies (Details - Inventory) - USD ($) | Apr. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Accounting Policies [Abstract] | |||
Finished goods, gross | $ 92,568 | $ 89,033 | $ 35,963 |
Raw materials, gross | 55,927 | 74,004 | 29,292 |
Packaging supplies, gross | 0 | 0 | 3,942 |
Inventory obsolescence | (17,290) | (17,290) | 0 |
Inventory, net | $ 131,205 | $ 145,747 | $ 69,197 |
2. Summary of Significant Acc_5
2. Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 4 Months Ended | 12 Months Ended | |
Apr. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Allowance for doubtful accounts | $ 0 | $ 0 | $ 0 |
Advertising expense | 12,538 | 22,099 | 102,389 |
Accumulated deficit | $ (12,884,427) | $ (11,390,098) | $ (7,778,036) |
Warrants [Member] | |||
Antidilutive shares | 82,668 | 82,668 | 342,668 |
Options [Member] | |||
Antidilutive shares | 6,469,750 | 7,309,750 | 5,059,750 |
2. Accounts Receivable (Details
2. Accounts Receivable (Details) - USD ($) | Apr. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Credit Loss [Abstract] | |||
Accounts receivable | $ 106,876 | $ 85,359 | $ 51,997 |
3. Notes Payable (Details - Min
3. Notes Payable (Details - Minimum debt payments) | Apr. 30, 2020USD ($) |
Debt Disclosure [Abstract] | |
2021 | $ 12,889 |
2022 | 12,889 |
2023 | 12,889 |
2024 | 1,807 |
Total future minimum payments | $ 40,474 |
3. Notes Payable (Details Narra
3. Notes Payable (Details Narrative) - USD ($) | 1 Months Ended | 4 Months Ended | 11 Months Ended | 12 Months Ended | |
Dec. 31, 2019 | Aug. 31, 2019 | Apr. 30, 2020 | Nov. 15, 2019 | Dec. 31, 2019 | |
Convertible Debentures [Member] | |||||
Convertible debt issued | $ 500,000 | ||||
Debt maturity date | Nov. 15, 2019 | ||||
Debt interest rate | 8.00% | ||||
Debt converted, shares issued | 1,386,542 | ||||
Interest expense paid | $ 7,310 | ||||
Convertible Debentures [Member] | |||||
Convertible debt issued | $ 750,000 | $ 750,000 | |||
Debt maturity date | Apr. 15, 2020 | ||||
Debt converted, shares issued | 1,386,541 | ||||
Interest expense paid | $ 11,566 | ||||
Convertible Debentures [Member] | |||||
Debt maturity date | Sep. 15, 2020 | ||||
Debt interest rate | 8.00% | ||||
Accrued interest | $ 14,992 | ||||
Vehicle Note Payable [Member] | |||||
Debt maturity date | Sep. 30, 2023 | ||||
Debt interest rate | 5.99% | ||||
Note payable outstanding | $ 48,549 | $ 40,474 | $ 48,549 |
4. Accrued Expenses (Details)
4. Accrued Expenses (Details) - USD ($) | Apr. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Payables and Accruals [Abstract] | |||
Accrued compensation | $ 469,004 | $ 237,000 | $ 126,751 |
Other accrued expenses | 336,849 | 409,410 | 0 |
Accrued expenses | $ 805,853 | $ 646,410 | $ 126,751 |
5. Income Taxes (Details - Inco
5. Income Taxes (Details - Income tax reconciliation) | 4 Months Ended | 12 Months Ended | |
Apr. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |||
Tax benefit calculated at statutory rate | 21.00% | 21.00% | 21.00% |
Expense not deductible | (5.00%) | (6.00%) | (15.00%) |
Changes to valuation allowance | (2095.00%) | (2094.00%) | (2085.00%) |
Provision for income taxes | 0.00% | 0.00% | 0.00% |
5. Income Taxes (Details - Defe
5. Income Taxes (Details - Deferred taxes) - USD ($) | Apr. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Net non-current deferred tax assets: | |||
Net operating loss carry-forward | $ 2,739,937 | $ 2,418,457 | $ 1,673,655 |
Fixed assets | 13,929 | 23,147 | 52,286 |
Net non-current deferred tax liabilities: | |||
Intangible assets | (9,293) | (10,067) | (10,841) |
Net | 2,744,573 | 2,431,537 | 1,715,100 |
Less valuation allowance | (2,744,573) | (2,431,537) | (1,715,100) |
Net deferred taxes | $ 0 | $ 0 | $ 0 |
5. Income Taxes (Details Narrat
5. Income Taxes (Details Narrative) | 4 Months Ended |
Apr. 30, 2020USD ($) | |
Income Tax Disclosure [Abstract] | |
Net operating loss carryforward | $ 13,047,319 |
NOL expiration date | Dec. 31, 2035 |
6. Commitments, Contingencies_3
6. Commitments, Contingencies and Concentrations (Details - Minimum Lease payments) - USD ($) | Apr. 30, 2020 | Jan. 02, 2019 |
Commitments and Contingencies Disclosure [Abstract] | ||
2020 | $ 175,865 | |
2021 | 161,431 | |
2022 | 85,699 | |
2023 | 11,483 | |
2024 | 10,526 | |
Total lease payments | 445,004 | |
Interest | (17,960) | |
Present value of lease liabilities | $ 427,044 | $ 498,361 |
6. Commitments, Contingencies_4
6. Commitments, Contingencies and Concentrations (Details Narrative) - USD ($) | 4 Months Ended | 12 Months Ended | ||
Apr. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Jan. 02, 2019 | |
Right to use asset | $ 423,815 | $ 439,240 | $ 0 | $ 493,832 |
Right to use liability | $ 427,044 | $ 498,361 | ||
Weighted average remaining lease term | 2 years 10 months 25 days | |||
Weighted average discount rate | 4.29% | |||
Finance lease cost | $ 40,757 | 77,618 | ||
Short term lease cost | $ 0 | $ 82,579 | ||
Sales Revenue Net [Member] | One Customer [Member] | ||||
Concentration risk percentage | 12.00% | 19.00% | 12.00% | |
Sales Revenue Net [Member] | Another Customer [Member] | ||||
Concentration risk percentage | 14.00% | |||
Accounts Receivable [Member] | One Customer [Member] | ||||
Concentration risk percentage | 30.00% | 38.00% | 29.00% | |
Accounts Receivable [Member] | Another Customer [Member] | ||||
Concentration risk percentage | 11.00% | 22.00% | 18.00% | |
Accounts Receivable [Member] | Another Customer [Member] | ||||
Concentration risk percentage | 15.00% | 15.00% | ||
Accounts Receivable [Member] | Another Customer [Member] | ||||
Concentration risk percentage | 12.00% |
7. Stockholders' Equity (Detail
7. Stockholders' Equity (Details - Warrants) - shares | 4 Months Ended | 12 Months Ended | |
Apr. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Warrants outstanding | 82,668 | 82,668 | 342,668 |
Warrants exercised | 260,000 | 597,332 | |
2014 Warrants [Member] | |||
Warrants outstanding | 2,500,000 | ||
Warrants issued | 2,500,000 | ||
Q4 2016 Warrants [Member] | |||
Warrants outstanding | 2,885,000 | 2,500,000 | |
Warrants issued | 385,000 | ||
Q1 2017 Warrants [Member] | |||
Warrants outstanding | 5,385,000 | 2,885,000 | |
Warrants issued | 2,500,000 | ||
Q2 2017 Warrants [Member] | |||
Warrants outstanding | 5,985,000 | 5,385,000 | |
Warrants issued | 600,000 | ||
Q3 2017 Warrants [Member] | |||
Warrants outstanding | 3,485,000 | 5,985,000 | |
Warrants expired | 2,500,000 | ||
Q4 2017 Warrants [Member] | |||
Warrants outstanding | 1,110,000 | 3,485,000 | |
Warrants exercised | 2,375,000 | ||
Q1 2018 Warrants [Member] | |||
Warrants outstanding | 1,030,000 | 1,110,000 | |
Warrants exercised | 80,000 | ||
Q2 2018 Warrants [Member] | |||
Warrants outstanding | 697,668 | 1,030,000 | |
Warrants exercised | 332,332 | ||
Q3 2018 Warrants [Member] | |||
Warrants outstanding | 572,668 | 697,668 | |
Warrants exercised | 125,000 | ||
Q4 2018 Warrants [Member] | |||
Warrants outstanding | 342,668 | 572,668 | |
Warrants exercised | 60,000 | ||
Warrants expired | 170,000 | ||
Q1 2019 Warrants [Member] | |||
Warrants outstanding | 342,668 | 342,668 | |
Q2 2019 Warrants [Member] | |||
Warrants outstanding | 272,668 | 342,668 | |
Warrants exercised | 70,000 | ||
Q3 2019 Warrants [Member] | |||
Warrants outstanding | 82,668 | 272,668 | |
Warrants exercised | 190,000 | ||
Q4 2019 Warrants [Member] | |||
Warrants outstanding | 82,668 | 82,668 | |
April 2020 Warrants [Member] | |||
Warrants outstanding | 82,668 |
7. Stockholders' Equity (Deta_2
7. Stockholders' Equity (Details - Option activity) - Options [Member] - $ / shares | 4 Months Ended | 12 Months Ended | |
Apr. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Number of Options | |||
Number of Options Outstanding, Beginning | 7,309,750 | 5,059,750 | 3,439,750 |
Number of Options Granted | 0 | 2,300,000 | 1,670,000 |
Number of Options Exercised | 0 | 50,000 | 50,000 |
Number of Options Expired | 0 | ||
Number of Options Outstanding, Ending | 7,309,750 | 7,309,750 | 5,059,750 |
Number of Options Exercisable, Ending | 6,469,750 | 6,366,417 | 4,099,417 |
Weighted Average Exercise Price | |||
Weighted Average Exercise Price Outstanding, Beginning | $ 1.18 | $ 0.39 | $ 0.39 |
Weighted Average Exercise Price Granted | 1.50 | 0.39 | |
Weighted Average Exercise Price Exercised | 0.01 | 0.01 | |
Weighted Average Exercise Price Outstanding, Ending | 1.18 | $ 1.18 | 0.39 |
Weighted Average Exercise Price Exercisable, Ending | $ 0.91 | $ 0.42 | |
Weighted Average Remaining Contractual Term | |||
Weighted Average Remaining Contractual Term Outstanding | 113 months | 117 months | 104 months |
Weighted Average Remaining Contractual Term Exercisable | 95 months | 99 months | 106 months |
7. Stockholders' Equity (Deta_3
7. Stockholders' Equity (Details - Assumptions) | 4 Months Ended | 12 Months Ended | |
Apr. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Equity [Abstract] | |||
Expected life - years | m/a | 3.25-5 years | 3.25-10 years |
Interest rate - minimum | 1.60% | 2.55% | |
Interest rate - maximum | 2.56% | 28.50% | |
Volatility | 71.70% | 71.70% | |
Dividend yield | 0.00% | 0.00% | 0.00% |
7. Stockholders' Equity (Deta_4
7. Stockholders' Equity (Details Narrative) - USD ($) | 3 Months Ended | 4 Months Ended | 12 Months Ended | ||
Mar. 31, 2017 | Apr. 30, 2020 | Apr. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Aggregate intrinsic value of options outstanding | $ 2,339,120 | $ 2,339,120 | $ 5,616,323 | ||
Aggregate intrinsic value of options exercisable | 3,817,152 | 3,756,186 | 4,427,370 | ||
Fair value of options vested | 1,729,145 | 1,569,105 | 1,146,974 | ||
Share based compensation | 79,001 | $ 165,232 | $ 1,650,145 | $ 1,171,753 | |
Unamortized share based compensation | $ 460,381 | ||||
Unamortized compensation recognition period | 31 months | ||||
Warrants exercised | 260,000 | 597,332 | |||
Proceeds from warrant exercises | $ 0 | $ 130,000 | $ 298,666 | ||
Warrants outstanding | 82,668 | 82,668 | 342,668 | ||
2016 Stock Option Plan [Member] | |||||
Stock authorized under the plan | 10,000,000 | ||||
Consultant [Member] | |||||
Warrants issued | 600,000 | ||||
Warrant expiration date | Mar. 31, 2024 | ||||
Fair value of warrants at date of grant | $ 302 |
8. Related Party Transactions (
8. Related Party Transactions (Details Narrative) - USD ($) | 4 Months Ended | 12 Months Ended | ||
Apr. 30, 2020 | Apr. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Due to related parties | $ 85,603 | $ 108,058 | $ 461,913 | |
Vehicle Rental [Member] | ||||
Lease expense | 6,600 | 12,391 | ||
Vehicle Rental [Member] | ||||
Lease expense | 5,628 | 24,195 | ||
Three Shareholders [Member] | ||||
Consulting fees | 217,000 | $ 299,710 | ||
Due to related parties | 176,000 | $ 80,000 | ||
CBI [Member] | ||||
Due to related parties | 590 | |||
Maine Consultants [Member] | ||||
Proceeds from related party | 35,000 | |||
Repayment to related party | $ 35,000 |